The introduction of the derivative action into the Greek law on public limited companies as a means of shareholder protection. A comparative analysis of the British, German and Greek law

Shareholder protection has been a focal point of the Greek legislator's agenda for years. Despite a series of reforms towards the direction of shareholder empowerment, the adequacy of the existing framework remains questionable. The thesis conveys the argument that the remedies for maladministration under Greek company law remain dysfunctional and need to be reformed in order to establish an effective and competitive legal framework for shareholder protection. It is argued that such initiatives are important in order to boost investor confidence and provide an effective monitoring mechanism of corporate governance. In order to assess whether and to what extent the Greek shareholder law attains these objectives, it is examined on a comparative basis with jurisdictions which recently reformed their shareholder law; namely the United Kingdom and Germany. The thesis analyses the imperfections of Greek law. The latter is devoid of a genuine derivative action and the existing functionally equivalent mechanism is unsuitable to overcome the challenges of shareholder litigation. The relevant law is exclusionary and rather biased against individual shareholders. It deters meritorious litigation and does little to ensure that proceedings do not run contrary to the company’s interests. Much of corporate misfeasance escapes the scope and content of the existing provisions and, effectively, corporate wrongdoing is left uncompensated for and undeterred. Furthermore, the broader legal framework cannot compensate for the absence of an appropriate mechanism to enforce directors’ duties and pursue corporate claims via shareholder-initiated litigation. However, the examination of the strategies followed by the UK and Germany provides useful insights for the way forward. The rationale for and the experience from the recently introduced provisions thereto are invaluable in the thesis’ attempt to construct and propose a modern and functioning model of derivative actions for Greece.